Issue of Debt

Inter-American Development Bank

26 July 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 933

CHF 145,000,000 0.9475 percent Notes due July 26, 2032 (the "Notes")

Issue Price: 100.00 percent

The Notes have been provisionally admitted to trading on SIX Swiss Exchange as of July 24, 2024. Application will be made for the Notes to be admitted to trading on the SIX Swiss Exchange

BNP Paribas (Suisse) SA

The date of this Pricing Supplement is July 24, 2024.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated July 28, 2020 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom ("UK") Financial Services and Markets Act 2000 or a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") or a prospectus for the purposes of the Swiss Federal Act on Financial Services of June 15, 2018).  This Pricing Supplement must be read in conjunction with the Prospectus.  This document is issued to give details of an issue by the Inter-American Development Bank (the "Bank") under its Global Debt Program and to provide information supplemental to the Prospectus.  Complete information in respect of the Bank and this offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Prospectus. Copies of the Base Prospectus and the Pricing Supplement may be obtained by Noteholders at BNP Paribas (Suisse) SA, Place de Hollande 2, 1204 Geneva, Switzerland or can be ordered by telephone [phone]) or email ([e-mail]).

Terms and Conditions

The following items under this heading "Terms and Conditions" are the particular terms which relate to the issue the subject of this Pricing Supplement. Together with the applicable Conditions (as defined above), which are expressly incorporated hereto, these are the only terms that form part of the form of Notes for such issue.

1.         Series No.:	933
2.         Aggregate Principal Amount:	CHF 145,000,000
3.         Issue Price:	CHF 145,000,000, which is 100.00 percent of the Aggregate Principal Amount
4.         Issue Date:	July 26, 2024
5.         Form of Notes (Condition 1(a)):	Bearer, to be represented by a Permanent Global Note
6.         Authorized Denomination(s) (Condition 1(b)):	CHF 5,000 and integral multiples thereof
7.         Specified Currency (Condition 1(d)):	Swiss Franc (CHF) being the lawful currency of Switzerland
8.         Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	CHF
9.         Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	CHF
10.       Maturity Date (Condition 6(a); Fixed Interest Rate and Zero Coupon):	July 26, 2032
11.       Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
12.       Interest Commencement Date (Condition 5(III)):	Issue Date (July 26, 2024)
13.       Fixed Interest Rate (Condition 5(I)):
(a)        Interest Rate:	0.9475 per cent per annum
(b)        Fixed Rate Interest Payment Date(s):	Annually in arrear on July 26 in each year, commencing on July 26, 2025, up to and including the Maturity Date. Each Fixed Rate Interest Payment Date is subject to the Business Day Convention, but with no adjustment to the amount of interest otherwise calculated.
(c)        Business Day Convention:	Following Business Day Convention
(d)       Fixed Rate Day Count Fraction(s):	30/360
14.       Relevant Financial Center:	Zurich, New York
15.       Relevant Business Day:	Zurich, New York
16.       Issuer's Optional Redemption (Condition 6(e)):	No
17.       Redemption at the Option of the Noteholders (Condition 6(f)):	No
18.       Governing Law:	New York
19.       Amendments to the Conditions for Notes cleared through SIX SIS Ltd:	Bearer Notes: Represented by a Permanent Global Note (as defined below) which is exchangeable for individually certificated securities (Wertpapiere) in the limited circumstances described below. For the purpose of these Notes only, Condition 1 (Form, Denomination, Title and Currency) shall be amended, supplemented and replaced as follows: "The Notes will be issued in bearer form and represented by a permanent global note (Globalurkunde auf Dauer) (the "Permanent Global Note"), in accordance with article 973b of the Swiss Code of Obligations, which will be deposited with SIX SIS Ltd ("SIS"), or, as the case may be, with any other intermediary in Switzerland recognized for such purposes by SIX Swiss Exchange Ltd (together with SIS, the "Intermediary"). Once the Permanent Global Note is deposited with the Intermediary and entered into the accounts of one or more participants of the Intermediary, the Notes will constitute intermediated securities (Bucheffekten) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each holder of an interest in such Notes (the "Holders" and, individually, a "Holder") shall have a quotal co-ownership interest (Miteigentumsanteil) in the Permanent Global Note to the extent of its claim against the Issuer, provided that for so long as the Permanent Global Note remains deposited with SIS, the co-ownership interest shall be suspended such that (i) legal title to direct interests in the Permanent Global Note held by SIS participants will be evidenced, and transfers thereof may be effected, by entries on the securities accounts of the relevant SIS participants and (ii) legal title to any indirect interest in the Permanent Global Note not held by a SIS participant will be evidenced, and transfers thereof may be effected, by an entry with respect to the transferred interest in a securities account of the relevant transferee. The records of the Intermediary will determine conclusively the number of Notes held through each participant in the Intermediary. In respect of Notes held in the form of intermediated securities (Bucheffekten), the Holders will be the persons holding the Notes in a securities account (Effektenkonto) which is in their name, or in case of intermediaries (Verwahrungsstellen), the intermediaries holding the Notes for their own account in a securities account which is in their name. For the avoidance of doubt, payments on the Notes by the Swiss Paying Agent will be made only to SIS for purposes of facilitating payments through its participants. Neither the Issuer or the Holders or any other person shall at any time have the right to effect or demand the conversion of the Permanent Global Note into, or the delivery of, uncertificated securities (Wertrechte) or individually certificated securities (Wertpapiere). Individually certificated securities may only be printed, in whole, but not in part, if the Swiss Paying Agent determines, in its sole discretion, that the printing of such individually certificated securities is necessary or useful. Should the Swiss Paying Agent so determine, it shall provide for the printing of the individually certificated securities without cost to the Holders. Should individually certificated securities be printed, the Swiss Paying Agent will then exchange the Permanent Global Note as soon as possible against individually certificated securities with no coupons attached. The Issuer has irrevocably authorized the Swiss Paying Agent to provide for the printing of individually certificated securities on its behalf. The individually certificated securities will not be issued in bearer form, but shall be issued exclusively in registered form for U.S. tax purposes whereby, inter alia, title shall be evidenced exclusively by registration of the Holders in the register (the "Swiss Register") to be established and maintained by the registrar appointed by the Issuer and acting on its behalf after consultation with the Swiss Paying Agent (the "Swiss Registrar") and duly notified to the Holders in accordance with the Terms and Conditions. Upon delivery of the individually certificated securities, the Permanent Global Note will immediately be cancelled by the Swiss Paying Agent and the Notes in the form of individually certificated securities shall be delivered instead to the Holders, who for this purpose must be registered in the Swiss Register, against cancellation of the Notes in the Holders' respective securities accounts. Notes documented by individually certificated securities shall not be included in the records of SIS or any other clearing system or any other intermediary and, therefore, shall not constitute intermediated securities. The registration of a new Holder by the Swiss Registrar will only occur upon presentation of the relevant individually certificated securities to the Swiss Registrar. No transfer of such individually certificated securities will be valid unless and until entered into the Swiss Register. Individually certificated securities may be registered only in the name of and transferred to a specified person. Only the duly registered Holder will be entitled to payments on the individually certificated securities.
20.       Other terms and amendments to the Terms and Conditions:	For the purpose of these Notes only, the opening lines of the Terms and Conditions shall be supplemented as follows: "For the purpose of the Notes, the Issuer has, together with BNP Paribas (Suisse) SA (the "Swiss Paying Agent") and the Global Agent entered into a supplemental agency agreement dated 24 July 2024 (the "Supplemental Agency Agreement"). For the purpose of the Notes, any reference in the Conditions to the "Paying Agent" shall, so far as the context permits, be construed as reference to the Swiss Paying Agent. In relation to the Notes, the address of the Swiss Paying Agent is BNP Paribas (Suisse) SA, 2, place de Hollande, 1204 Geneva, Switzerland. Condition 7(c) (Payments-Bearer Notes) of the Terms and Conditions shall be supplemented as follows: "Except to the extent required by law, payments of principal in respect of the Notes shall be made only at the office of the Swiss Paying Agent in Geneva in freely disposable Swiss Francs without collection costs and whatever the circumstances may be, irrespective of nationality, domicile or residence of the holder of Notes and without requiring any certification, affidavit or the fulfilment of any other formality. Payments on the Notes will also be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. The receipt in full by the Swiss Paying Agent of the due and punctual payment of the funds in Swiss Francs in Geneva in the manner provided by the Conditions and this Pricing Supplement shall release the Issuer from its obligation under the Notes for the payment of principal due on the respective payment dates to the extent of such payments." Condition 13 (Agents) of the Terms and Conditions shall be supplemented as follows: "In respect of the Notes, the Issuer will at all times maintain a Swiss Paying Agent having a specified office in Switzerland and will at no time appoint a Swiss paying agent having a specified office outside Switzerland. Subject to the above, the Issuer is entitled to vary or terminate the appointment of the Swiss Paying Agent and/or approve any change in the specified office through which it acts." Condition 15 (Notices) of the Terms and Conditions shall be supplemented as follows: "So long as the Notes are listed on SIX Swiss Exchange Ltd and so long as the rules of SIX Swiss Exchange Ltd so require, all notices regarding the Notes and the Issuer (with respect to the Notes) must be published (i) on the website of SIX Swiss Exchange Ltd (https://www.six-group.com, where notices are currently published under https://www.six-group.com/en/products-services/the-swiss-stock-exchange/market-data/news-tools/official-notices.html#/)) or (ii) otherwise in accordance with the regulations of SIX Swiss Exchange Ltd. Any notices so given will be deemed to have been validly given on the date of such publication or if published more than once, on the first date of such publication."

Other Relevant Terms

1.         Listing (if yes, specify Stock Exchange):	The Notes have been provisionally admitted to trading on SIX Swiss Exchange as of July 24, 2024. The last day of trading will be the second business day prior to the Maturity Date. Application for the listing of the Notes according to the Standard for Bonds of SIX Swiss Exchange will be made.
2.         Details of Clearance System Approved by the Bank and the Global Agent and Clearance and Settlement Procedures:	SIX SIS Ltd, Olten, Switzerland ("SIS") For Clearance and Settlement Procedures, see "Additional Information regarding Clearing and Settlement" below.
3.         Syndicated:	No
4.         Commissions and Concessions:	CHF 568,000
5.         Estimated Total Expenses:	The Dealer has agreed to pay for all material expenses related to the issuance of the Notes.
6.         Codes:
(a)        Common Code:	286874924
(b)        ISIN:	CH1335850314
(c)        Swiss Security Number:	133585031
7.         Identity of Dealer(s)/Manager(s):	BNP Paribas (Suisse) SA
8.         Special conditions for Notes cleared through SIS:
(a)        Individual Definitive Registered Notes Available on Issue Date:	No
(b)        DTC Global Note(s):	No
(c)        Permanent Global Notes:	Yes, issued in accordance with the Amended and Restated Global Agency Agreement, dated as of July 28, 2020, between the Bank, Citibank, N.A., London Branch as Global Agent, and the other parties thereto and the Supplemental Agency Agreement, dated July 24, 2024, entered into among the Bank, Citibank, N.A., London Branch and BNP Paribas (Suisse) SA.  BNP Paribas (Suisse) SA is the Swiss Paying Agent with respect to the Notes.
9.         Intended to be held in a manner which would allow Eurosystem eligibility:	Not Applicable
10.       Selling Restrictions:
(a)  United States:	Under the provisions of Section 11(a) of the Inter-American Development Bank Act, the Notes are exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended.
(b)  United Kingdom:	The Dealer represents and agrees that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Bank, and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the UK.
(c)  Singapore:	In the case of the Notes being offered into Singapore in a primary or subsequent distribution, and solely for the purposes of its obligations pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
(d)  General:	No action has been or will be taken by the Issuer that would permit a public offering of the Notes, or possession or distribution of any offering material relating to the Notes in any jurisdiction where action for that purpose is required.  Accordingly, the Dealer agrees that it will observe all applicable provisions of law in each jurisdiction in or from which it may offer or sell Notes or distribute any offering material.

General Information

Additional Information Regarding the Notes

1.         Use of Proceeds

The language set out under the heading "Use of Proceeds" in the Prospectus shall be deleted in its entirety and replaced by the following:

            The Bank's mission is to improve lives in Latin America and the Caribbean countries by contributing to the acceleration of the process of economic and social development and by supporting efforts to reduce poverty and inequality in a sustainable, climate friendly way. All projects undertaken by the Bank go through the Bank's rigorous sustainability framework. The framework tracks measurable results, adherence to lending targets and the effectiveness of its environmental and social safeguards.

            The net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank, used in its ordinary operations, and will not be committed or earmarked for lending to, or financing of, any specific loans, projects, or programs.

            The Bank's administrative and operating expenses are currently covered entirely by the Bank's various sources of revenue, consisting primarily of net interest margin and investment income (as more fully described in the Information Statement).

2.         Additional Investment Considerations

            Although the net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank, used in its ordinary operations, the Notes may not satisfy an investor's requirements if the investor seeks to invest in assets with certain sustainability characteristics.  No assurance is or can be given to investors that the use of proceeds will satisfy, whether in whole or in part, any present or future investor expectations or requirements regarding any investment criteria or guidelines applicable to any investor or its investments.  In addition, no assurance is or can be given to investors that any projects undertaken by the Bank will meet any or all investor expectations regarding "sustainable" or other equivalently-labelled performance objectives or that any adverse environmental, social and/or other impacts will not occur during the implementation by the borrower or any other implementing entity of any projects. Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a "sustainable" or an equivalently-labelled project or as to what precise attributes are required for a particular project to be defined as "sustainable" or such other equivalent label and if developed in the future, Notes may not comply with any such definition or label. 

There can be no assurance that the net proceeds from the sale of any particular tranche of Notes will be totally or partially disbursed for any projects undertaken by the Bank within the term of such Notes.  Not all projects undertaken by the Bank will be completed within the specified period or with the results or outcome as originally expected or anticipated by the Bank and some planned projects might not be completed at all.  Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Prospectus regarding the use of proceeds and its purchase of the Notes should be based upon such investigation as it deems necessary.

3.         United Stated Federal Income Tax Matters:

The following supplements the discussion under the "Tax Matters" section of the Prospectus regarding the United States federal income tax treatment of the Notes, and is subject to the limitations and exceptions set forth therein.  Any tax disclosure in the Prospectus or this Pricing Supplement is of a general nature only, is not exhaustive of all possible tax considerations and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular prospective investor.  Each prospective investor should consult its own tax advisor as to the particular tax consequences to it of the acquisition, ownership, and disposition of the Notes, including the effects of applicable United States federal, state, and local tax laws and non-United States  tax laws and possible changes in tax laws.

The Notes should be treated as issued in registered form for United States federal income tax purposes, notwithstanding that the Notes will be represented by a Permanent Global Bearer Instrument.

4.         Statute of Limitations

            Pursuant to New York law, Notes (and Coupons, if any) may become unenforceable unless presented for payment within six years after the due date for payment.

INTER-AMERICAN DEVELOPMENT BANK

 

END